TY 2024 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter social security numbers on this form as it may be made public.
right arrow

Go to www.irs.gov/Form990PF for instructions and the latest information.

OMB No. 1545-0047

2024

Open to Public Inspection

For calendar year 2024, or tax year beginning 01-01-2024 , and ending 12-31-2024

Name of foundation
The Willowmere Foundation

% Foundation Source

Number and street (or P.O. box number if mail is not delivered to street address)Foundation Source 501 Silverside Rd
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Wilmington, DE198091377

A Employer identification number

88-2199582

B Telephone number (see instructions)

(800) 839-1754

C If exemption application is pending, check here right arrow

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address change Name change

D 1. Foreign organizations, check here............. right arrow

2. Foreign organizations meeting the 85%
test, check here and attach computation ... right arrow

E If private foundation status was terminated
under section 507(b)(1)(A), check here ....... right arrow

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ....... right arrow

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) right arrow

$5,612,584J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(c) Adjusted net income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)	0
2	Check .............
3	Interest on savings and temporary cash investments	16,756		16,756
4	Dividends and interest from securities...	109,026		109,026
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		39,384
b	Gross sales price for all assets on line 6a 1,029,748
7	Capital gain net income (from Part IV, line 2)...			63,408
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......
12	Total. Add lines 1 through 11........	165,166		189,190
13	Compensation of officers, directors, trustees, etc.	0
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....	List of Attached Documents: // Content	23,054	23,054
17	Interest...............
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	2,200
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......	26,228				26,228
22	Printing and publications..........
23	Other expenses (attach schedule).......	List of Attached Documents: // Content	22,116			22,116
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	73,598		23,054		48,344
25	Contributions, gifts, grants paid.......	265,000				265,000
26	Total expenses and disbursements. Add lines 24 and 25	338,598		23,054		313,344
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-173,432
b	Net investment income (if negative, enter -0-)			166,136
c	Adjusted net income (if negative, enter -0-)...				0

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2024)

Form 990-PF (2024)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............
	2	Savings and temporary cash investments.........	362,969	289,177	289,177
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use..............
	9	Prepaid expenses and deferred charges..........
	10a	Investments—U.S. and state government obligations (attach schedule)	256,763	List of Attached Documents: // Content 162,630	171,677
	b	Investments—corporate stock (attach schedule).......	3,638,124	List of Attached Documents: // Content 3,587,724	4,536,224
	c	Investments—corporate bonds (attach schedule).......	554,859	List of Attached Documents: // Content 599,752	615,506
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	4,812,715	4,639,283	5,612,584
	17	Accounts payable and accrued expenses..........
	18	Grants payable.................
	19	Deferred revenue.................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )
	23	Total liabilities (add lines 17 through 22).........	0	0
		Foundations that follow FASB ASC 958, check here
		and complete lines 24, 25, 29 and 30.
	24	Net assets without donor restrictions...........
	25	Net assets with donor restrictions............
		Foundations that do not follow FASB ASC 958, check here
		and complete lines 26 through 30.
	26	Capital stock, trust principal, or current funds........
	27	Paid-in or capital surplus, or land, bldg., and equipment fund
	28	Retained earnings, accumulated income, endowment, or other funds	4,812,715	4,639,283
	29	Total net assets or fund balances (see instructions).....	4,812,715	4,639,283
	30	Total liabilities and net assets/fund balances (see instructions).	4,812,715	4,639,283

Part III

Analysis of Changes in Net Assets or Fund Balances

Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............

4,812,715

Enter amount from Part I, line 27a .....................

-173,432

Other increases not included in line 2 (itemize) right arrow

Add lines 1, 2, and 3 ..........................

4,639,283

Decreases not included in line 2 (itemize) right arrow

Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .

4,639,283

Form 990-PF (2024)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation	(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1 a	Publicly-traded Securities
b
c
d
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	1,029,748	966,340	63,408
b
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69			(l) Gains (Col. (h) gain minus col. (k), but not less than -0-) or Losses (from col.(h))
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a			63,408
b
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	63,408
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 ...................		3

Part V

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check here and enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)	1	2,309
b	All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2
3	Add lines 1 and 2...........................	3	2,309
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	4
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	2,309
6	Credits/Payments:

a	2024 estimated tax payments and 2023 overpayment credited to 2024	6a	1,883
b	Exempt foreign organizations—tax withheld at source......	6b	0
c	Tax paid with application for extension of time to file (Form 8868)...	6c	500
d	Backup withholding erroneously withheld ..........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	2,383
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. List of Attached Documents: // Content		8	0
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	74
11	Enter the amount of line 10 to be: Credited to 2025 estimated tax74	Refunded	11

Form 990-PF (2024)

Page 4

Part VI-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions

for the definition.................................

If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. right arrow

$ (2) On foundation managers. right arrow

Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed

on foundation managers. right arrow

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If "Yes," attach a detailed description of the activities.

Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles

of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....

Did the foundation have unrelated business gross income of $1,000 or more during the year?.........

If "Yes," has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If "Yes," attach the statement required by General Instruction T.

Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

By language in the governing instrument, or

By state legislation that effectively amends the governing instrument so that no mandatory directions

that conflict with the state law remain in the governing instrument? ................

Yes

Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),

and Part XIV..................................

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If "No," attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2024 or the taxable year beginning in 2024? See the instructions for Part XIII.

If "Yes," complete Part XIII .............................

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names

and addresses. ...............................

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............

Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had

advisory privileges? If "Yes," attach statement. See instructions.................

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address right arrow

The books are in care of right arrow

Foundation Source Telephone no. right arrow

(800) 839-1754

Located at right arrow

501 Silverside Road Suite 123WilmingtonDE ZIP+4 right arrow

198091377

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here ......... right arrow

and enter the amount of tax-exempt interest received or accrued during the year ........ right arrow

16 At any time during calendar year 2024, did the foundation have an interest in or a signature or other authority over YesNo

a bank, securities, or other financial account in a foreign country? .................

16 No

See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
country right arrow

Form 990-PF (2024)

Page 5

Part VI-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.

Yes

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? ...........

1a(1)

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person? ..............................

1a(2)

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........

1a(3)

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............

1a(4)

Yes

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person)? ......................

1a(5)

(6) Agree to pay money or property to a government official? (Exception. Check "No"

if the foundation agreed to make a grant to or to employ the official for a period

after termination of government service, if terminating within 90 days.) ...............

1a(6)

If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ..........

Organizations relying on a current notice regarding disaster assistance check here ........ right arrow

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2024? .............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2024, did the foundation have any undistributed income (Part XII, lines 6d

and 6e) for tax year(s) beginning before 2024?....................

If "Yes," list the years right arrow

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer "No" and attach statement—see instructions.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year? ..............................

If "Yes," did it have excess business holdings in 2024 as a result of (1) any purchase by the foundation

or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved

by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)

the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine

if the foundation had excess business holdings in 2024.) .....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2024? ..

Form 990-PF (2024)

Page 6

Part VI-B

Statements Regarding Activities for Which Form 4720 May Be Required (continued)

During the year did the foundation pay or incur any amount to:

Yes

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? ..........

5a(1)

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive? ....................

5a(2)

(3) Provide a grant to an individual for travel, study, or other similar purposes? .............

5a(3)

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 4945(d)(4)(A)? See instructions ........................

5a(4)

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals? .............

5a(5)

If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ........

Organizations relying on a current notice regarding disaster assistance check ......... right arrow

If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant? .................

If "Yes," attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract? .............................

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....

If "Yes" to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?

If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? .....

Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or

excess parachute payment during the year? .........................

Part VII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation. See instructions

(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
Barbara Hapgood	Sec 2.0	0	0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Sec 2.0	0	0	0
Gay Hapgood	Dir, Pres 1.0	0	0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Dir, Pres 1.0	0	0	0
Matthew Hapgood	Dir, Treas 2.0	0	0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Dir, Treas 2.0	0	0	0

2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."


(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances










Total number of other employees paid over $50,000...................

Form 990-PF (2024)

Page 7

Part VII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors (continued)

3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation

Total number of others receiving over $50,000 for professional services............. right arrow

Part VIII-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.	Expenses
1


2


3


4

Part VIII-B

Summary of Program-Related Investments (see instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.	Amount
1


2


All other program-related investments. See instructions.
3

Total. Add lines 1 through 3......................... right arrow

Form 990-PF (2024)

Page 8

Part IX

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

5,207,133

Average of monthly cash balances.......................

362,902

Fair market value of all other assets (see instructions)................

Total (add lines 1a, b, and c).........................

5,570,035

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

5,570,035

Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see

instructions) .............................

83,551

Net value of noncharitable-use assets. Subtract line 4 from line 3. ............

5,486,484

Minimum investment return. Enter 5% (0.05) of line 5................

274,324

Part X

Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow

and do not complete this part.)

Minimum investment return from Part IX, line 6..................

274,324

Tax on investment income for 2024 from Part V, line 5 .......

2,309

Income tax for 2024. (This does not include the tax from Part V.) ...

Add lines 2a and 2b............................

2,309

Distributable amount before adjustments. Subtract line 2c from line 1............

272,015

Recoveries of amounts treated as qualifying distributions................

Add lines 3 and 4............................

272,015

Deduction from distributable amount (see instructions).................

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...

272,015

Part XI

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

313,344

Program-related investments—total from Part VIII-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4. .......

313,344

Form 990-PF (2024)

Page 9

Part XII

Undistributed Income (see instructions)

		(a) Corpus	(d) 2024
1 Distributable amount for 2024 from Part X, line 7			272,015
2 Undistributed income, if any, as of the end of 2024:
a Enter amount for 2023 only.......
b Total for prior years:20 , 20, 20
3 Excess distributions carryover, if any, to 2024:
a From 2019......
b From 2020......
c From 2021......
d From 2022......
e From 2023......	11,839
f Total of lines 3a through e ........		11,839
4Qualifying distributions for 2024 from Part
XI, line 4: $ 313,344
a Applied to 2023, but not more than line 2a
b Applied to undistributed income of prior years (Election required—see instructions).....
c Treated as distributions out of corpus (Election required—see instructions)........
d Applied to 2024 distributable amount.....			272,015
e Remaining amount distributed out of corpus		41,329
5 Excess distributions carryover applied to 2024.
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5		53,168
b Prior years’ undistributed income. Subtract line 4b from line 2b ..........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........
e Undistributed income for 2023. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2024. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2025 ..........			0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (Election may be required - see instructions) .......
8 Excess distributions carryover from 2019 not applied on line 5 or line 7 (see instructions) ...
9 Excess distributions carryover to 2025. Subtract lines 7 and 8 from line 6a ......		53,168
10 Analysis of line 9:
a Excess from 2020....
b Excess from 2021....
c Excess from 2022....
d Excess from 2023....	11,839
e Excess from 2024....	41,329

Form 990-PF (2024)

Page 10

Part XIII

Private Operating Foundations (see instructions and Part VI-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2024, enter the date of the ruling ...... right arrow

b Check box to indicate whether the organization is a private operating foundation described in section 4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part IX for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2024	(b) 2023	(c) 2022	(d) 2021	(e) Total

b 85% (0.85) of line 2a .........
c Qualifying distributions from Part XI, line 4 for each year listed .....
d Amounts included in line 2c not used directly for active conduct of exempt activities ..........
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)
b “Endowment" alternative test— enter 2/3 of minimum investment return shown in Part IX, line 6 for each year listed ..
c “Support" alternative test—enter:
(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ....
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....
(3) Largest amount of support from an exempt organization
(4) Gross investment income

Part XIV

Supplementary Information (Complete this part only if the foundation had $5,000 or more in
assets at any time during the year—see instructions.)

1Information Regarding Foundation Managers:

aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

NONE

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

Check here right arrow

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. to individuals or organizations under
other conditions, complete items 2a, b, c, and d. See instructions

aThe name, address, and telephone number or email address of the person to whom applications should be addressed:

bThe form in which applications should be submitted and information and materials they should include:

cAny submission deadlines:

dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:

Form 990-PF (2024)

Page 11

Part XIV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
4KIDS OF SOUTH FLORIDA INC 2717 W CYPRESS CRK RD FT LAUDERDALE,FL33309	N/A	PC	General & Unrestricted	1,500
BLUE RIDGE ABORTION FUND PO BOX 5082 CHARLOTTESVLE,VA22905	N/A	PC	General & Unrestricted	3,333
CANCER ALLIANCE OF HELP AND HOPE PO BOX 3292 PALM BEACH,FL33480	N/A	PC	General & Unrestricted	2,500
CHARLESTON JUNIOR GOLF FOUNDATION 321 WINGO WAY STE 201 MT PLEASANT,SC29464	N/A	PC	General & Unrestricted	5,000
EMERGENCY FOOD NETWORK INC PO BOX 4373 CHARLOTTESVILLE,VA22905	N/A	PC	General & Unrestricted	1,667
FEEDMORE INC 1415 RHOADMILLER ST RICHMOND,VA23220	N/A	PC	General & Unrestricted	1,667
FRIENDS OF THE JAMES RIVER PARK PO BOX 4453 RICHMOND,VA23220	N/A	PC	General & Unrestricted	3,333
GLOBAL WATER CENTER 1150 MOLLY GREENE WAY BLDG 1605 NORTH CHARLESTON,SC29405	N/A	PC	General & Unrestricted	5,000
JACK THE BIKE MAN INC PO BOX 17565 WEST PALM BEACH,FL33416	N/A	PC	General & Unrestricted	2,500
JOURNEY HOME ANIMAL CARE CENTER INC 1500 PREFONTAINE AVE RIFLE,CO81650	N/A	PC	General & Unrestricted	5,000
LEAF GLOBAL ARTS 19 EAGLE ST STE 120 ASHEVILLE,NC28801	N/A	PC	General & Unrestricted	10,000
MY SISTERS HOUSE INC 3775 SPRUILL AVE N CHARLESTON,SC29405	N/A	PC	General & Unrestricted	5,000
OCEAN OUTCOMES PO BOX 11505 PORTLAND,OR97211	N/A	PC	General & Unrestricted	50,000
ONE TREE PLANTED INC 145 PINE HAVEN SHORES RD STE 1000D SHELBURNE,VT05482	N/A	PC	General & Unrestricted	50,000
PERFORMING ANIMAL WELFARE SOCIETY PO BOX 849 GALT,CA95632	N/A	PC	General & Unrestricted	15,000
PLANNED PARENTHOOD SOUTH ATLANTIC 100 S BOYLAN AVE RALEIGH,NC27603	N/A	PC	General & Unrestricted	5,000
PUPPIES BEHIND BARS INC 263 WEST 38 ST 4TH FL NEW YORK,NY10018	N/A	PC	General & Unrestricted	50,000
ROCKFISH WILDLIFE SANCTUARY INC 5450 WHEELERS COVE RD SHIPMAN,VA22971	N/A	PC	General & Unrestricted	10,000
SOCIETY FOR THE PREVENTION OF CRUELTY TO ANIMALS W 200 PETFINDER LN RALEIGH,NC27603	N/A	PC	General & Unrestricted	5,000
SOUTHERN ENVIRONMENTAL LAW CENTER 120 GARRETT ST STE 400 CHARLOTTESVILLE,VA22902	N/A	PC	General & Unrestricted	5,000
VILLAGE VISION INC 1540 APPLING DR MT PLEASANT,SC29464	N/A	PC	General & Unrestricted	5,000
WELLINGTON CARES INC 11924 FOREST HILL BLVD WELLINGTON,FL33414	N/A	PC	General & Unrestricted	2,500
WORLD CENTRAL KITCHEN INCORPORATED PO BOX 96538 WASHINGTON,DC20090	N/A	PC	General & Unrestricted	20,000
X-PORT PAWS INC 2101 BIG PINE DR MATTHEWS,NC28105	N/A	PC	General & Unrestricted	1,000
Total ................................. 3a				265,000

bApproved for future payment

Total ................................. 3b

Form 990-PF (2024)

Page 12

Part XV-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments ....
3 Interest on savings and temporary cash investments ...........			14	16,756
4 Dividends and interest from securities ....			14	109,026
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6 Net rental income or (loss) from personal property
7 Other investment income .....
8 Gain or (loss) from sales of assets other than inventory ............			18	39,384
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) ..				165,166

13Total. Add line 12, columns (b), (d), and (e)..................

165,166

(See worksheet in line 13 instructions to verify calculations.)

Part XV-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XV-A contributed importantly to the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See instructions.)

Form 990-PF (2024)

Page 13

Part XVI

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

Yes

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........Yes No

If "Yes," complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Sign Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
				May the IRS discuss this return with the preparer shown below? See instructions. Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name				Firm's EIN
	Firm's address				Phone no.

Form 990-PF (2024)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

TY 2024 DepreciationSchedule

Name:

The Willowmere Foundation

EIN:

88-2199582

Description of Property	Date Acquired	Cost or Other Basis	Prior Years' Depreciation	Computation Method	Rate / Life (# of years)	Current Year's Depreciation Expense	Net Investment Income	Adjusted Net Income	Cost of Goods Sold Not Included

- TIN:

TY 2024 InvestmentsCorpBondsSchedule

Name:

The Willowmere Foundation

EIN:

88-2199582

Name of Bond	End of Year Book Value	End of Year Fair Market Value
APPLE INC - 1.650% - 02/08/203	42,963	42,088
COCA-COLA CO - 3.450% - 03/25/	89,437	94,354
COMCAST CORP NOTE - 3.300% - 0	70,857	72,852
DTE ELECTRIC CO - 1.770% - 02/	64,569	68,680
INTEL CORP - 2.450% - 11/15/20	64,403	65,822
JOHN DEERE - 1.300% - 10/13/20	65,164	70,986
NEXTERA ENERGY CAP - 2.250% -	61,888	64,858
THERMO - 2.000% - 10/15/2031	42,695	41,616
UNITEDHEALTH GROUP - 4.200% -	97,776	94,250

- TIN:

TY 2024 InvestmentsCorpStockSchedule

Name:

The Willowmere Foundation

EIN:

88-2199582

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ABBOTT LABS	27,679	29,295
ABBVIE INC	19,331	21,146
ADOBE SYSTEMS, INC	15,785	20,011
AGILENT TECHNOLOGIES INC	15,613	14,509
ALPHABET INC CL C	89,902	176,728
AMERICAN EXPRESS CO	15,723	29,976
APPLE INC	136,878	235,395
APPLIED MATERIALS INC	23,038	35,128
APTIV PLC	9,127	9,253
AT&T, INC	15,858	19,878
AUTODESK, INC	13,764	20,690
AUTOMATIC DATA PROCESSING INC	14,119	17,271
BIOGEN INC	17,495	12,234
BLACKROCK INC	26,368	37,929
BOSTON SCIENTIFIC	20,636	34,210
BRISTOL-MYERS SQUIBB CO	27,667	20,927
BROADCOM INC	78,464	82,303
CATERPILLAR INC	21,461	31,923
CBRE GROUP	11,390	16,805
CENTENE CORP	14,233	12,419
CHEVRON CORP	28,045	28,099
CISCO SYSTEMS INC	22,800	28,120
CITIGROUP INC	26,248	38,996
COLGATE-PALMOLIVE COMPANY	16,685	17,091
COMCAST CORP	30,857	30,062
COSTCO WHOLESALE CORPORATION	24,634	44,897
DANAHER CORP	14,254	15,150
DECKERS OUTDOOR CORPORATION	12,320	12,185
DEERE CO	21,886	22,456
ECOLAB INC	13,721	20,854
ELEVANCE HEALTH INC	26,308	19,552
EMERSON ELECTRIC CO	9,474	13,384
EQUINIX, INC	18,098	24,515
FIDELITY NATIONAL INFORMATION	17,013	23,746
GENERAL MILLS INC	27,109	20,789
GENERAL MOTORS	21,995	34,306
GILEAD SCIENCES INC	17,760	19,398
HEWLETT PACKARD ENTERPRISE CO	10,194	12,831
HOME DEPOT INC	33,954	42,011
HUNTINGTON BANCSHARES INC	12,377	13,537
ILLINOIS TOOL WORKS	15,096	16,735
INTUIT	15,109	23,883
INVESCO WATER RESOURCES ETF	60,755	72,369
ISHARES ESG ADVANCED TOTAL USD	189,250	191,160
ISHARES FLOATING RATE NOTE FUN	25,145	25,440
ISHARES TRUST ISHARES MSCI EAF	177,731	201,771
LAM RESEARCH CORP	14,092	21,669
LINDE PLC COM	23,157	24,283
LOWES COMPANIES INC	16,711	18,757
MARATHON PETROLEUM CORP	14,912	12,695
MARRIOTT INTERNATIONAL INC. CL	35,568	39,052
MARSH AND MCLENNAN COMPANIES I	17,547	17,630
MASTERCARD INC	29,863	44,758
MERCK & CO INC	31,442	28,750
METLIFE INC	17,880	21,371
MICROSOFT CORP	130,781	221,288
MOODYS CORP	16,991	24,615
NASDAQ OMX GROUP	12,295	12,833
NEXTERA ENERGY, INC	22,950	20,360
NIKE INC-CL B	27,695	18,766
NUVEEN ESG EMERGING MARKETS EQ	140,520	159,610
NUVEEN ESG MID-CAP GROWTH ETF	117,538	150,432
NUVEEN ESG MID-CAP VALUE ETF	126,371	150,553
NUVEEN ESG SMALL-CAP ETF	250,874	293,174
NUVEEN ESG US AGGREGATE BOND E	95,859	95,832
NUVEEN ESG US HIGH YIELD CORPO	124,212	125,724
NVIDIA CORP	31,033	234,605
ORACLE CORP	31,688	31,162
PAYPAL HOLDINGS, INC	18,023	20,484
PPG INDUSTRIES INC	12,326	10,273
PROCTER GAMBLE CO	42,816	47,277
PROGRESSIVE CORP OHIO	15,875	28,753
PROLOGIS	26,329	23,465
PUBLIC STORAGE, 4.00% SER P	74,928	71,783
PUBLIC SVC ENTERPRISE GROUP IN	17,956	24,164
QUALCOMM INC	18,335	23,657
QUANTA SVCS INC	20,189	23,072
S&P GLOBAL INC COM	20,828	29,384
SALESFORCE.COM	22,848	49,815
SCHLUMBERGER LTD	30,088	22,927
SEMPRA ENERGY COM	27,731	31,141
SERVICE NOW	23,907	40,285
T-MOBILE US INC	23,502	26,046
TARGET CORPORATION	17,158	17,033
THE HERSHEY COMPANY	20,028	14,395
THERMO FISHER SCIENTIFIC INC	24,102	23,410
TJX COMPANIES INC	21,178	32,256
UNITEDHEALTH GROUP INC	41,250	40,469
US BANCORP	22,320	28,650
VALERO ENERGY CORP	25,704	24,886
VERALTO CORPORATION	12,179	12,222
VERTEX PHARMCTLS INC	15,739	19,732
VISA INC	40,603	58,467
WAL-MART STORES INC	29,105	33,520
WELLS FARGO & CO	23,342	28,377
WELLTOWER INC.	13,572	16,636
WESTINGHOUSE AIR BRAKE TECHNOL	11,157	13,271
WEYERHAEUSER CO	11,930	10,781
WILLIAMS SONOMA INC	11,880	12,222
ZOETIS INC	17,468	18,085

- TIN:

TY 2024 InvestmentsGovtObligationsSch

Name:

The Willowmere Foundation

EIN:

88-2199582

US Government Securities - End of Year Book Value:

162,630

US Government Securities - End of Year Fair Market Value:

171,677

State & Local Government Securities - End of Year Book Value:

State & Local Government Securities - End of Year Fair Market Value:

- TIN:

TY 2024 OtherExpensesSchedule

Name:

The Willowmere Foundation

EIN:

88-2199582

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Administrative Fees	22,091			22,091
State or Local Filing Fees	25			25

- TIN:

TY 2024 OtherProfessionalFeesSchedule

Name:

The Willowmere Foundation

EIN:

88-2199582

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Investment Management Services	23,054	23,054

- TIN:

TY 2024 TaxesSchedule

Name:

The Willowmere Foundation

EIN:

88-2199582

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
990-PF Estimated Tax for 2024	1,800
990-PF Extension for 2023	400